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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 26)
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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Pennzoil Company
(Name of Subject Company)
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Union Pacific Resources Group Inc.
Resources Newco, Inc.
(Bidders)
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Common Stock, par value $0.83 1/3 per Share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
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709903 10 8
(CUSIP Number of Class of Securities)
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Joseph A. LaSala, Jr., Esq.
Vice President, General Counsel and Secretary
Union Pacific Resources Group Inc.
801 Cherry Street
Fort Worth, Texas 76102
Telephone: (817) 877-6000
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications on Behalf of Bidders)
Copies To:
Howard L. Shecter, Esq. Paul T. Schnell, Esq.
Morgan, Lewis & Bockius LLP Skadden, Arps, Slate, Meagher & Flom LLP
101 Park Avenue 919 Third Avenue
New York, NY 10178-0060 New York, NY 10022-3897
Telephone: (212) 309-6384 Telephone: (212) 735-3000
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<PAGE>
This Amendment No. 26 amends the Tender Offer Statement on Schedule
14D-1 filed on June 23, 1997 (the 'Schedule 14D-1') by Union Pacific Resources
Group Inc., a Utah corporation ('UPR'), and Resources Newco, Inc., a Delaware
corporation and a wholly owned subsidiary of UPR (the 'Purchaser', and together
with UPR, the 'Bidders'), with respect to Purchaser's offer to purchase up to
25,094,200 shares of Common Stock, par value $0.83 1/3 per share (the 'Shares'),
of Pennzoil Company, a Delaware corporation ('Pennzoil'), or such greater number
of Shares as equals 50.1% of the Shares outstanding on a fully-diluted basis, in
each case together with the associated Preferred Stock Purchase Rights, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
June 23, 1997 (the 'Offer to Purchase'), and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the 'Offer'), which were filed as Exhibits (a)(1) and (a)(2) to the
Schedule 14D-1, respectively. Unless otherwise defined herein, all capitalized
terms used herein shall have the respective meanings given such terms in the
Offer to Purchase.
Item 3. Past Contacts, transactions or Negotiations with the Subject Company.
Item 3 is hereby amended to add the following:
On September 18, 1997: (i) Mr. James L. Pate sent to Mr. Jack L.
Messman a letter in the form attached to this Schedule 14D-1 as Exhibit (g)(16),
which is incorporated by reference herein, (ii) Mr. Jack L. Messman sent to Mr.
James L. Pate a letter in the form attached to this Schedule 14D-1 as Exhibit
(g)(17), which is incorporated by reference herein, and (iii) Mr. James L. Pate
sent to certain members of the UPR Board a letter in the form attached to this
Schedule 14D-1 as Exhibit (g)(18), which is incorporated by reference herein.
<PAGE>
SIGNATURES
After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
UNION PACIFIC RESOURCES GROUP INC.
By: /s/ JOSEPH A. LASALA, JR.
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Name: Joseph A. LaSala, Jr.
Title: Vice President, General Counsel
and Secretary
RESOURCES NEWCO, INC.
By: /s/ JOSEPH A. LASALA, JR.
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Name: Joseph A. LaSala, Jr.
Title: Vice President, General Counsel
and Secretary
Dated: September 19, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ---------- ----------- --------
(g)(16) Form of letter, dated September 18, 1997, from Mr.
James L. Pate to Mr. Jack L. Messman.
(g)(17) Form of letter, dated September 18, 1997, from Mr.
Jack L. Messman to Mr. James L. Pate.
(g)(18) Form of letter, dated September 18, 1997, from Mr.
James L. Pate to certain members of the UPR Board.
[Pennzoil Logo]
Pennzoil Company
P.O. Box 2967 - Houston, TX 77252-2807 - 713-546-8900
James L. Pate
Chairman of the Board
Chief Executive Officer
September 18, 1997
Mr. Jack L. Messman
Chairman & CEO
Union Pacific Resources Group Inc.
801 Cherry Street
Fort Worth, TX 76102-6803
Dear Jack:
I read with interest your nine-page letter of September 17, to
shareholders and analysts, where you have listed every new well and exploration
initiative undertaken by UPR over the last year. Frankly, it's not convincing
and is, more importantly, beside the point.
It has been obvious to us and is now obvious to everyone that UPR has a
problem. It is simply not credible that, since your sworn IRS submission one
year ago stating that UPR could not meet its publicly stated growth targets
without multi-billion dollar acquisitions of 750 million BOE of proved reserves,
you have somehow miraculously solved your problem in the "Valley of Despair."
Are you now saying that you have added 750 million BOE of proved reserves
without an acquisition? Either the IRS sworn statement was less than forthright,
or your public disclosures have serious shortcomings. We believe it's the latter
because we know that the Austin Chalk is, as you say, like going "up the down
escalator." If the need for acquisitions of 750 million BOE of proved reserves
is not "material" for disclosure purposes, then it is hard to know what is
deemed "material."
Jack, the facts are coming to light, and it's time to face up to them.
Sincerely,
/s/ Jim
JLP:mrm
[UPR Logo]
Jack L. Messman
Chairman & CEO
September 18, 1997
Mr. James L. Pate
Chairman, President & Chief Executive Officer
Pennzoil Company
700 Milam
P.O. Box 2967
Houston, Texas 77252-2967
Dear Jim:
None of your letters, press releases, advertisements or public
statements ever focus on the central issue: how does the Pennzoil Board think
Pennzoil can deliver value in excess of UPR's $84 per share tender offer? You
have a responsibility to your shareholders to address that issue head on by
releasing your secret strategic plan. Until you do so, you will continue to fail
in that responsibility to them.
Sincerely,
/s/ Jack
Jack L. Messman
JLM:ds
[Pennzoil Logo]
Pennzoil Company
P.O. Box 2967 - Houston, TX 77252-2807 - 713-546-8900
James L. Pate
Chairman of the Board
Chief Executive Officer
September 18, 1997
Mr. H. Jesse Arnelle Ms. Claudine B. Malone
Mrs. Lynne V. Cheney Mr. John W. Poduska, Sr., Ph.D.
Mr. Preston M. Geren III Mr. Michael E. Rossi
Mr. Lawrence M. Jones Mr. Samuel K. Skinner
Mr. Drew Lewis Mr. James R. Thompson
There have been some recent important disclosures that you, as a
director of UPR, need to know about because they have serious implications for
UPR. Last week, after three months of contentious litigation in two different
federal courts, UPR was forced to make public six internal UPR documents that
your management had desperately tried to withhold. After reading these
documents, we can certainly understand why.
The material in these documents is truly startling. Anyone who has
followed UPR's public statements in your assault on Pennzoil will find that
these until-now "secret" documents directly contradict UPR's public statements
concerning its own business, the premise of UPR's unsolicited offer for Pennzoil
and UPR's statements concerning the value of Pennzoil. I have enclosed several
examples from these documents for your consideration so you can be assured that
we have not taken the statements in them out of context.
Just over a year ago, in a sworn statement to the IRS, UPR management
made numerous statements about its long-range plan. In the IRS submission, UPR
said that its long-range plan model "reflects significant negative trends" for
UPR. UPR also took great care to point out the uncertainty of future Austin
Chalk production, the inability to maintain current levels of production, the
insufficiency of drill site inventories to avoid overall reserve and production
declines "in the near future" and the need to add 750 million barrels of oil
equivalent (or 4.5 trillion cubic feet equivalent of gas reserves) within five
years. UPR used the term "valley of despair" to refer to its trend of steep
declines in production. These statements contrast sharply with public statements
made by UPR since the attempt to take over Pennzoil was begun.
<PAGE>
Significantly, no mention of any of these negative trends or
uncertainties has ever been made by UPR publicly or in any SEC filing, including
in its IPO prospectus and subsequent filings both before and after the spin-off.
UPR appears not only to have misrepresented the condition and prospects
for its business, but also to have intentionally misled Pennzoil shareholders
about the performance and prospects of Pennzoil. UPR's formerly "secret"
internal documents are consistent with the facts: that Pennzoil is successfully
implementing our long-term strategy and producing continuing significant
increases in value for Pennzoil shareholders.
As this pattern of deceitful conduct is revealed to shareholders, to
the public markets and to industry observers, it will bring severe damage to the
credibility of UPR's management and Board, not just in this campaign against
Pennzoil, but in its future business dealings as well.
We do not know whether you, as an independent director, were aware of
these possible gross misrepresentations issued by management in UPR's name. They
exceed any possible boundary of acceptable corporate behavior, legally and
ethically. We now place this issue squarely before you so that UPR's Board will
have the opportunity to rectify this egregious situation. We hope that you will
act to ensure the integrity and reputation of UPR and to prevent these false
statements by UPR's management from causing further damage to both Pennzoil and
UPR.
Sincerely,
/s/ James L. Pate
James L. Pate
Chairman of the Board
Chief Executive Officer
JLP:mrm
Enclosures
cc: Mr. Jack L. Messman
